This Practice Note provides practical guidance when drafting a jurisdiction clause in a commercial, business-to-business (B2B) contract. It considers what is a jurisdiction clause, why it is needed and the distinction with governing law clauses, key factors to consider when drafting a jurisdiction clause, such as scope, exclusive, non-exclusive or asymmetric jurisdiction clauses, carve-outs for alternative dispute resolution, use of the word ‘irrevocably’, forum non conveniens waivers, the 2005 Hague Convention on Choice of Court Agreements, the 2019 Hague Judgments Convention, and the position for jurisdiction clauses submitting to the courts of England and Wales where proceedings are commenced outside England and Wales. This Practice Note does not cover the position regarding jurisdiction clauses in business-to-consumer (B2C) contracts. For more information, see Practice Note: Governing law and jurisdiction in contracts with UK consumers. This Practice Note is aimed at commercial lawyers who are drafting and negotiating commercial contracts in England and Wales and assumes that the jurisdiction of the courts of England and Wales will be chosen. If an alternative jurisdiction is to be considered

This Checklist provides a list of matters to consider when drafting an arbitration agreement/arbitration clause. Although the parties may not be focussed on potential disputes when negotiating their substantive agreement, it is advisable to consider carefully the provisions of the arbitration agreement in some detail, with the benefit of specialist advice as necessary. Should an issue arise under the substantive agreement, the parties will not want to spend time deciding on, and even litigating, how to resolve the dispute. A model arbitration clause may also be available from the relevant arbitral institution or organisation. Where a model clause is used, check that it is current and suitable for the transaction before adapting it. Precedent arbitration clause for inclusion in a contract is available here: Arbitration clause. When drafting an arbitration agreement, consider: • in general: ◦ is the agreement clearly drafted? Avoiding ambiguity is generally considered to be important when drafting any form of agreement, and that advice applies with equal force to arbitration agreements ◦ have you used a standard or model clause from an arbitral organisation,

This week's edition of Construction weekly highlights includes the announcement from the Joint Contracts Tribunal (JCT) of the release date for the 2024 Standard Building Contract (SBC), an analysis setting out reactions to the new JCT 2024 contracts from construction lawyers at Fenwick Elliott LLP, Eversheds Sutherland (International) LLP and Herbert Smith Freehills, a case in which the Technology and Construction Court (TCC) considered a limitation defence in respect of a claim under National House-Building Council (NHBC) policies (Peabody v NHBC), a case in which the court considered whether a ‘pay first’ clause in a charterers liability insurance policy prevents third parties from bringing a claim against insurers (MS Amlin Marine NV v King Trader Ltd), and commentary on the key developments in construction law so far in 2024.

Law360: Tanzania owes the Hong Kong subsidiary of Standard Chartered Bank US$185m for breaching a power plant operation contract, an International Centre for the Settlement of Investment Disputes (ICSID) tribunal has ruled.

Tax analysis: In SC Adient Ltd & Co KG, the Court of Justice held that a company cannot be deemed to have a fixed establishment for VAT purposes solely due to a group relationship or exclusive service contract with another company.

This week's edition of Construction weekly highlights includes a case in which the First-tier Tribunal made remediation contribution orders against various companies for costs incurred in remedying fire safety defects at Vista Towers (Grey GR v Edgewater), analysis of a case in which the Supreme Court considered whether parties had varied an existing building contract or rescinded and replaced it with a new one (R v Revenue and Customs), commentary on the practical implications arising from the designation of data centres as critical national infrastructure, the Department for Environment, Food and Rural Affairs (Defra)’s announcement of measures to accelerate the development of offshore wind projects in the UK, and the publication of guidance from the Department for Business and Trade (DBT) on product marking and EU recognition requirements for the Great British (GB) market.

Framework agreements (sometimes referred to as master services agreements) are essentially umbrella agreements which provide standard terms and conditions for goods or services requested under individual 'call-off' contracts, often called statements of work or work orders. This Practice Note focuses on the use of framework agreements for the provision of services. Framework agreements can, however, be used effectively for the provision of any goods or services where the buying party is likely to require repeat goods or services over a period of time. Framework agreements can also be useful when entering into agreements for the provision of goods and services across a number of jurisdictions. While the framework agreement can set out the standard terms and conditions, a call-off contract (sometimes called a local enabling agreement, or local services agreement, in such circumstances) can set out country-specific terms. Framework agreements are used in both the public and private sectors; however, public bodies should be aware of and comply with applicable public procurement laws when entering into framework agreements. This Practice Note does not cover

PI & Clinical Negligence analysis: Harry Lambert, a barrister at Outer Temple Chambers, considers some key questions: is social media a 'product' at all, and how might claims be brought against its platforms?

This question envisages a written agreement, which contains, in a schedule, the form of a further agreement, which the parties may sign on some future occasion. When that occasion arises, the parties simply sign the schedule, rather than printing out a new document in the form of the schedule and then signing it. This question is whether that will constitute a binding contract when executed in such circumstances. The general principle at common law is that a contract can be made quite informally and no writing or other form is necessary. This basic rule is subject to statute, which may require a particular form of contract, eg in writing and/or other formalities. The most obvious examples are contracts for the sale of land (section 2 of the Law of Property (Miscellaneous Provisions) Act 1989) and guarantees (section 4 of the Statute of Frauds (1677)).  If there are statutory

Counterpart agreements Both deeds and contracts can be executed in counterparts. A counterpart essentially means a duplicate document. Every party to the contract signs separate but identical copies of the document, which, together, constitute a single legally binding contract. Counterpart documents are usually executed in circumstances where all the parties cannot be present to sign the contract together and more specifically in the following circumstances: • in complex transactions with many parties, perhaps in different countries, who cannot meet to sign a single document at the same time or send one document to each other to sign in turn • in contracts for the sale of land For further information, see: Boilerplate clauses—overview and Execution—overview. Counterparts clauses Contracts often contain a counterparts clause. This could be in simple form to the following effect: ‘This

On termination of employment an employee’s entitlement to contractual pay and benefits will normally cease. This includes pension benefits—unless the terms of the contract, or the relevant pension scheme rules, provide otherwise. When it comes to an employee who has been made redundant while on maternity leave: • in the case of an occupational pension scheme, the contract will usually state that the employee’s pensions entitlement is governed by the pension scheme’s governing documentation • in the case of contributions to a personal pension scheme, we expect that the employee’s pensions entitlement (as regards the employer’s pension contributions) would be dealt with in the employment contract itself, which may also state that this is governed by the

What is a claim for loss and expense? Under a construction contract, a contractor will usually be entitled to claim loss and expense where it suffers delay or disruption to the progress of the works, due either to matters within the employer's control or to breaches of contract by the employer. Claims for loss and expense are commonly brought under various different headings (see Practice Notes: Loss and expense and Loss and expense claims—practical tips), two of which will usually be a contractor's claim for overheads (also known as prolongation costs) and for loss of profit. On what basis can a claim be brought? Contractors often believe that an entitlement to claim overheads and loss of profit (as well as other heads of loss and expense) automatically follows from an entitlement to an extension of time. This is not usually the case and each claim must be addressed separately, in accordance with the particular terms of the contract. Depending